Common use of Title to Property and Encumbrances Clause in Contracts

Title to Property and Encumbrances. Except as set forth on Schedule 2.18, the Company has good, valid and indefeasible marketable title to all properties and assets used in the conduct of its business (except for property held under valid and subsisting leases which are in full force and effect and which are not in default) free of all Liens (except as set forth in Schedule 2.16) and other encumbrances, except Permitted Liens and such ordinary and customary imperfections of title, restrictions and encumbrances as do not, individually or in the aggregate, materially detract from the value of the property or assets or materially impair the use made thereof by the Company in its business. Without limiting the generality of the foregoing, the Company has good and indefeasible title to all of its properties and assets reflected in the Balance Sheet, except for property disposed of in the usual and ordinary course of business since the Balance Sheet Date and for property held under valid and subsisting leases which are in full force and effect and which are not in default.

Appears in 1 contract

Samples: Securities Exchange Agreement (City Language Exchange Inc)

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Title to Property and Encumbrances. Except as set forth on Schedule 2.182.19, the Company has Companies have good, valid and indefeasible marketable title to all properties and assets used in the conduct of its their business (except for property held under valid and subsisting leases which are in full force and effect and which are not in default) free of all Liens (except as set forth in Schedule 2.16) and other encumbrances, except Permitted Liens (as defined in Article 10 hereof) and such ordinary and customary imperfections of title, restrictions and encumbrances as do not, individually or in the aggregate, materially detract from the value of the property or assets or materially impair the use made thereof by the Company Companies in its their business. Without limiting the generality of the foregoing, the Company has Companies have good and indefeasible title to all of its their respective properties and assets reflected in the Balance SheetSheets, except for property disposed of in the usual and ordinary course of business since the Balance Sheet Date and for property held under valid and subsisting leases which are in full force and effect and which are not in default.

Appears in 1 contract

Samples: Share Exchange Agreement (RTG Ventures Inc)

Title to Property and Encumbrances. Except as set forth on disclosed in Schedule 2.182.10 and Schedule 2.12 hereto, the Company has good, valid and indefeasible marketable title to all properties and assets used in the conduct of its business (except for property held under valid and subsisting leases which are in full force and effect and which are not in default) free of all Liens (except as set forth in Schedule 2.16) and other encumbrances, except Permitted Liens and such ordinary and customary imperfections of title, restrictions and encumbrances as do not, individually or in the aggregate, materially detract from the value of the property or assets or materially impair the use made thereof by the Company in its business. Without limiting the generality of the foregoing, and except as disclosed in Schedule 2.10 and Schedule 2.12 hereto, the Company has good and indefeasible title to all of its properties and assets reflected in the Balance Sheet, except for property disposed of in the usual and ordinary course of business since the Balance Sheet Date and for property held under valid and subsisting leases which are in full force and effect and which are not in default.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Magic Communications Inc)

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Title to Property and Encumbrances. Except as set forth on Schedule 2.18, the The Company has good, valid and indefeasible marketable title to all properties and assets used in the conduct of its business (except for property held under valid and subsisting leases which are in full force and effect and which are not in default) free of all Liens (except as set forth in the Memorandum or any Schedule 2.16hereto) and other encumbrances, except Permitted Liens and such ordinary and customary imperfections of title, restrictions and encumbrances as do not, individually or in the aggregate, materially detract from the value of the property or assets or materially impair the use made thereof by the Company in its business. Without limiting the generality of the foregoing, the Company has good and indefeasible title to all of its properties and assets reflected in the Balance Sheet, except for property disposed of in the usual and ordinary course of business since the Balance Sheet Date and for property held under valid and subsisting leases which are in full force and effect and which are not in default.

Appears in 1 contract

Samples: Agreement of Merger and Plan (Medallion Crest Management Inc)

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